Nasdaq Copenhagen A/S: Reminder: Compliance with US Prohibition on New Investment in Russia

Nasdaq as a global business is committed to compliance with all applicable
economic sanctions laws, including those of the European Union and the United
States. Nasdaq notes the ongoing changes in sanctions related to Russia and
relevant US government guidance related to such sanctions. For example, under
US sanctions administered by the US Department of Treasury's Office of Foreign
Assets Control ("OFAC"), it is prohibited for any United States citizen, lawful
permanent resident, entity organized under the laws of the United States
(including foreign branches), or any person in the United States (collectively,
"US Persons") to engage in new investment in Russia as of April 6, 2022 under
Executive Order 14071. 

On January 17, 2023, OFAC updated its Frequently Asked Question ("FAQ") 1055 to
clarify aspects of the new investment prohibition as it applies to the purchase
of debt or equity securities in non-Russian entities. Per the updated FAQ
1055US Persons are not prohibited from purchasing equity in entities located
outside of Russia, "provided that (i) such funds are not specifically intended
for new projects or operations in the Russian Federation and (ii) the entity
located outside the Russian Federation derives less than 50 percent of its
revenues from its investments in the Russian Federation". For purposes of
assessing compliance with the prohibition on new investment, US Persons may
reasonably rely on information available to them in the ordinary course of
business, such as an entity's most recent quarterly or annual report. In
assessing the 50 percent threshold for an entity's revenue, revenues derived
from the commercial sale of goods or services by an entity located outside of
Russia to persons in Russia should not be included, as such activities are not
considered "new investment" in Russia. 

Examples of transactions OFAC considers to be "new investment" include:

 -- Purchase of debt or equity interests in an entity outside of Russia that
   derives 50 percent or more of its revenue from ownership of real estate, a
   mine, or other physical property located in Russia.

 -- Purchase of debt or equity interests in an entity located outside of Russia
   that derives 50 percent or more of its revenue from ownership of a
   subsidiary located in Russia.


Examples of transactions OFAC does not consider to be "new investment" include:

 -- Purchase of debt or equity interests in an entity located outside of Russia
   that derives less than 50 percent of its revenue from ownership of a
   subsidiary or physical operation in Russia.

 -- Purchase of debt or equity interests in an entity located outside of Russia
   whose revenue is exclusively derived from the commercial sale of goods or
   services to persons located in Russia.


US Persons are not prohibited from selling or divesting debt or equity
securities issued by affected entities to a non-US Person, and US financial
institutions may clear, settle, and otherwise serve as market intermediaries in
such divestment transaction on the secondary market. 

Nasdaq Copenhagen A/S reminds members that they are responsible for confirming
their compliance with applicable sanctions restrictions, including conducting
their own due diligence and other measures as appropriate. Members are
responsible for confirming whether US sanctions jurisdiction would apply to
their activities on the Nasdaq Copenhagen A/S operated markets and ensure that
such activities are in compliance with applicable sanctions restrictions.